Please read these terms carefully before proceeding any further.
These terms tell you who we are, how we will provide our services to
you, how a contract comes into existence between us, and other
important information. If you think that there is a mistake in these
terms, please contact us to
discuss.
Who we are and how to contact us
We are Team Tito Limited ("Tito", "our", "us" and "we") of Unit 2,
64 Dame Street, Dublin 2. We are a registered company in Ireland
with company registration number 566334.
You can contact us by sending an email to
support@tito.io. When we
contact you we will use the contact details that you have provided
us.
These Terms
The following terms and conditions, together with our
Privacy Statement and our
Cookies Policy
(collectively, these "Terms"), govern your access to and use of
ti.to (the "Website"), any and all text, graphics, images, audio,
video, information and other materials available through the
Website (together "Content"), functionality, and the services
offered on and through the Website, apart from our subscription
services, which are covered in our Subscription Terms. These Terms
are entered into by and between you and Tito.
In order to enjoy the services provided on our Website
(“Services”), you must read and accept these Terms. By clicking I
accept, you indicate your acceptance of these Terms. If you do not
want to agree to these Terms, you should not access or use the
Website or Services.
If you are accessing and using the Website on someone else’s
behalf, you represent that you have the authority to bind that
person as the principal to these Terms, and to the extent you do
not have such authority you agree to be bound to these Terms and
to accept liability for harm caused by any wrongful use of the
Website resulting from such access or use. In such a scenario, the
words "you" and "your" when used in these Terms will apply to the
person on whose behalf you are acting as well as you as an
individual as appropriate.
If you are using our Services on behalf of a corporate entity or
organisation, then you agree to these Terms on behalf of that
corporate entity or organisation and its affiliates and you
represent that you have the authority to do so. In such a
scenario, the words "you" and "your" when used in these Terms will
apply to your or organisation and its affiliates as well as you as
an individual as appropriate.
We may modify these Terms from time to time to reflect changes in
market conditions affecting our business, changes in our business,
changes in payment methods, changes in technology, changes in
relevant laws and regulatory requirements and changes in our
system. If we do so we will notify you by email to the email
address you have provided us with, however we are not obliged to,
and such modification shall be effective upon our posting of the
revised Terms on the Website. You agree to be bound by and changes
to these Terms when you use our Website and Services after any
such modification is posted on the Website. It is therefore
important that you review these Terms regularly to ensure you are
updated as to any changes.
These Terms apply to the order and supply of Services by us to
you. They apply to the exclusion of any other terms that you seek
to impose or incorporate, or which are implied by trade, custom,
practice or course of dealing.
Interpretation
Section headings and captions in these Terms are for convenience
of reference only and shall not be considered a part of or affect
the interpretation of these Terms.
References to a statute or statutory provision includes any
consolidation, re-enactment, modification or replacement of the
same, any statute or statutory provision of which it is a
consolidation, re-enactment or replacement of and any subordinate
legislation in force under any of the same from time to time.
References to a document include a reference to that document as
amended.
Words in the singular include the plural and vice versa and words
denoting a gender denote all genders. References to persons
include legal and natural persons.
Any phrase introduced by the terms “including”, “include”, “in
particular” or any similar expression shall be construed as
illustrative and shall not limit the sense of the words preceding
those terms.
A reference to a regulator or to a regulatory board shall include
any replacement or successor bodies from time to time.
Your use of our website and services
Your use of our Services is governed by these Terms. We may at our
absolute discretion refuse you access to the Services and/or
cancel/terminate your registration or use without prior notice for
any reason and you shall not be entitled to any compensation in
respect of cancellation/termination of your use/registration.
You agree to use the Website only for lawful purposes and in a way
which does not infringe the rights of any anyone else or restrict
or inhibit anyone else's use and enjoyment of the Website.
You must be 18 years of age or over to use the Website and/or our
Services.
Use of the Website and/or Services requires a connection to the
internet and appropriate telecommunication infrastructure. We are
not liable for any costs you may incur from use of such.
You agree to act in a responsible and legal manner when using the
Website and Services. You shall comply with all applicable laws,
regulations and rules and undertake not to use the Website and
Services for any unlawful purpose, for the commission of any
offence or crime under the laws of any jurisdiction to which
access is obtained through the Website or in a manner which is
likely to cause harm, offense or nuisance to any other Internet
user.
In consideration of the Fees, we agree to provide the Services to
you in accordance with these Terms and we grant you a
non-exclusive, non-transferable, non-sublicensable licence to use
the Content for the performance of the Services (the "Licence").
You shall not access, store, distribute or transmit any viruses,
or any material during the course of your use of the Services
that:
is unlawful, harmful, threatening, defamatory, obscene,
infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious
belief, sexual orientation, disability; or
in a manner that is otherwise illegal or causes damage or
injury to any person or property, and we reserve the right,
without liability or prejudice to our other rights to you, to
disable your access to any material that breaches the
provisions of this section
We reserve the right to investigate and take appropriate legal
action against anyone who, in our opinion, violates this section,
including, without limitation, reporting you to appropriate law
enforcement authorities.
We reserve the right to remove or suspend any material posted
which is, in our sole opinion, in breach of this section, or which
we suspect to be in breach of this section at our absolute
discretion. We shall be entitled to terminate your Account or use
for breach of this section.
Save as expressly set out in these Terms or as otherwise permitted
by law, you may not make any communication, display or performance
to the public of the Content or otherwise disseminate, sell, give
away, hire, lease, offer or expose for sale or distribute the
Content.
You shall use all reasonable endeavours to prevent any
unauthorised access to, or use of, the Services and/or the Content
and, in the event of any such unauthorised access or use, promptly
notify Tito.
The Content and the Services are provided “as is” and Tito hereby
disclaims all warranties, either express or implied, including but
not limited to implied warranties/conditions of accuracy,
merchantability and fitness for a particular purpose or any other
warranties or conditions implied by applicable law, with respect
to the Content and the Services. We do not warrant or undertake
that the Services or any other materials provided pursuant to
these Terms will meet your requirements or that they or their
access or use will be uninterrupted, free from viruses, bug or
error or completely secure. Except as expressly provided in these
Terms, the entire risk as to the products, the Services and any
other materials provided by Tito is with you, including for
quality and performance and for accuracy or quality of any
information transmitted, received or otherwise delivered via the
Services.
All information provided to you through the Services, Content or
on the Website is provided only as of the date published, and may
be superseded by subsequent events or for other reasons.
Information provided through the Services or on the Website is
subject to change. We may amend, update, suspend or delete any
information in the Content without notice at any time and at our
sole discretion.
Account
In order to use the Services, you must register an account with us
(an “Account”). You are responsible for the security of your
sign-in credentials and all activities that occur via your Account
(including without limitation financial obligations). You agree to
provide true and accurate information and to notify us in the
event of any unauthorised access to your Account or any changes to
your Account information. Limited access to certain features may
be available to non-registered users but such access is still
subject to these Terms.
5.2. By accepting these Terms and registering an Account you
agree:
to receive communications, including emails, text messages,
push notifications, mail and telephone calls, that are related
to the Services; and
that any notices, agreements, disclosures or other
communications that we send to you electronically are deemed
to satisfy any legal communication requirements.
If there has been an unauthorised use of your password or Account,
you shall notify us immediately.
You are responsible for keeping all information provided under
this section current, complete, accurate and truthful.
You agree to accept responsibility for all activities that occur
with your permission or authorisation under your Account, username
and/or password, or because you fail to maintain sufficient
security over your Account, username and/or password.
We reserve the right to disable any Account, username or password,
whether chosen by you or allocated by us, at any time, if in our
reasonable opinion you have failed to comply with any of the
provisions of these Terms.
Customer Content
You shall own all right, title and interest in and to all of the
data and content (including, but not limited to, Personal Data,
files, images and text) inputted or provided by you in the course
of availing of the Services (your "Customer Content") and you
shall have sole responsibility for and hereby warrant the
legality, reliability, integrity, accuracy and quality of your
Customer Content.
You grant us a non-exclusive, royalty free licence to use your
Customer Content for the purposes of providing the Services.
We shall follow our standard archiving procedures for Customer
Content. In the event of any loss or damage to your Customer
Content, your sole and exclusive remedy shall be for us to use
reasonable commercial endeavours to restore the lost or damaged
Customer Content from the latest back-up of such Customer Content
maintained by us in accordance with our archiving procedure. We
shall not be responsible for any loss, destruction, alteration or
disclosure of Customer Content caused by any third party (except
those third parties we sub-contract to perform services related to
Customer Content maintenance and back-up).
Organising an event with Tito
Please follow the onscreen prompts to proceed to the event
management interface page. Using this event management interface
page you can organise your events. This page constitutes our offer
to provide our Services to you according to the specifications you
select and input.
When you conclude setting up your event you will be presented with
the option to "Go Live!". Clicking "Go Live!" constitutes your
acceptance of our offer referred to in section 7.1, at which point
and on which date the contract between you and us will come into
existence. The contract will relate only to those Services as
specified by you.
If we are unable to supply you with the Services for any reason,
we will inform you of this by email and we will not process your
acceptance.
Fees
In consideration of us providing our Services to you (other than
for charity or free events, in which case the consideration shall
consist solely of your specifications) you must pay fees
calculated according to the pricing quoted on our Website at the
time you click "Go Live!" in accordance with section
(the "Fees") as well as submitting your specifications.
Our pricing may change from time to time, but such changes will
not affect the Fees for any events for which you have already
clicked "Go Live!" in accordance with section 7.2.
Our Fees are exclusive of VAT. Where VAT is payable in respect of
some or all of the Services you must pay us such additional
amounts in respect of VAT, at the applicable rate, at the same
time as you pay the Fees.
How to receive payment and pay fees
In order to receive payment for events you organise through the
Tito platform and in turn to pay for our Services, you must select
one of our third party payment processors listed on
https://ti.to/pricing (each a “Payment Processor”). You may be
required to agree to terms and conditions and the privacy policy
of that Payment Processor. You acknowledge that in order to avail
of any paid Services made available by Tito, you may be required
to enter into an agreement with one of our Payment Processors,
that we are not a party to those separate agreements and that we
are not an affiliate of our Payment Processors.
You acknowledge and agree that we do not control our Payment
Processor or its performance of payment processing services, and
that we shall have no liability of any kind for any act or
omission (including negligence) of our Payment Processor or any
claim, demand, suit, damage, judgment, liability, loss, expense or
cost incurred by you in relation to the performance or
non-performance of payment processing services by our Payment
Processor, other than to the extent to which any of the foregoing
may arise from the gross negligence or wilful misconduct of Tito.
We shall send requests for payment to attendees in exchange for
the tickets which you have contracted to sell to those attendees,
such payment to be processed on your behalf by your chosen Payment
Processor. Depending on the Payment Processor you select, our Fees
shall be:
deducted by the Payment Processor from the sums paid by
attendees for those tickets and deposited to us, in which case
you expressly agree that your chosen Payment Processor is
authorised to deduct our Fees from any sums owed to you; or
paid by you to us within 10 days of the issuing of the
electronic invoice referred to in section 9.4.
We will send you a monthly electronic invoice summarising any Fees
accrued in the previous calendar month (the "Billing Period"). The
Billing Period may change at our discretion.
Third Party Providers
You acknowledge that the Website and the Services may enable or
assist you to access the website content of, correspond with, and
purchase products and services from, third parties via third-party
websites and that you do so solely at your own risk. We make no
representation or commitment and shall have no liability or
obligation whatsoever in relation to the content or use of, or
correspondence with, any such third-party website, or any
transactions completed, and any contract entered into by you, with
any such third party. Any contract entered into and any
transaction completed via any third-party website is between you
and the relevant third party, and not Tito. We recommend that you
refer to the third party’s website terms and conditions and
privacy policy prior to using the relevant third-party website. We
do not endorse or approve any third-party website nor the content
of any of the third-party websites made available via the Website
or the Services.
Your Obligations
If you avail of the Services or create an Account, you shall
provide us with:
all necessary co-operation in relation to these Terms; and
all necessary access to such information as we may require in
order to provide the Services, including but not limited to
Customer Content, security access information and
configuration services;
comply with all applicable laws and regulations with respect to
your activities under these Terms;
carry out all of your responsibilities as set out in these Terms
in a timely and efficient manner. In the event of any delays in
your provision of such assistance, we may adjust any agreed
timetable or delivery schedule as reasonably necessary;
obtain and shall maintain all necessary licences, consents, and
permissions necessary for Tito, its contractors and agents to
perform their obligations under these Terms, including without
limitation the Services;
ensure that your network and systems comply with the relevant
specifications provided by Tito from time to time; and
be solely responsible for procuring and maintaining your network
connections and telecommunications links from your systems to our
data centres, and all problems, conditions, delays, delivery
failures and all other loss or damage arising from or relating to
your network connections or telecommunications links or caused by
the internet.
Your Obligations
Pursuant to these Terms each party may be given information which
is expressly marked as confidential or which is manifestly of a
confidential nature ("Confidential Information"). A party's
Confidential Information shall not be deemed to include
information that:
is or becomes publicly known other than through any act or
omission of the receiving party;
was in the other party's lawful possession before the
disclosure;
is lawfully disclosed to the receiving party by a third party
without restriction on disclosure;
is independently developed by the receiving party, which
independent development can be shown by written evidence; or
is required to be disclosed by law, by any court of competent
jurisdiction or by any regulatory or administrative body.
Each party shall hold the other's Confidential Information in
confidence and, unless required by law, not make the other's
Confidential Information available to any third party, or use the
other's Confidential Information for any purpose other than the
implementation of these Terms.
Each party shall take all reasonable steps to ensure that the
other's Confidential Information to which it has access is not
disclosed or distributed by its employees or agents in violation
of these Terms.
Neither party shall be responsible for any loss, destruction,
alteration or disclosure of Confidential Information caused by any
third party.
This section 12 shall survive termination of these Terms, however
arising.
Intellectual Property
All Intellectual Property Rights in the Website, the Content and
the Services, are and shall remain the sole property of Tito
and/or our licensors. Other than the Licence, nothing in this
Agreement shall be construed as granting to you any rights in any
Intellectual Property Rights comprised in the Website, the Content
or the Services.
We warrant that we have the right to licence the Content under
these Terms and that there are no agreements between us and any
third party that conflict with these Terms.
Data Processing
In respect of any personal data ("Personal Data", as
defined in the General Data Protection Regulation (EU) (2016/679)
and the Data Protection Act 2018 (together the "Data
Protection Legislation")) that you provide to us and as set
out
here
which we process under these Terms, you acknowledge that you shall
be the controller and we shall be a processor.
As the controller, you are solely responsible for establishing the
lawful basis for the processing of Personal Data by us under these
Terms and will ensure that all necessary appropriate consents and
notices are in place to enable lawful transfer of the Personal
Data to us for the duration and purposes of these Terms.
To the extent that we process Personal Data pursuant to these
Terms, we shall:
process the Personal Data in accordance with these Terms and
your reasonable instructions (unless we are required to
process the Personal Data pursuant to European Union or
European Union Member State law in which case we shall notify
you of that legal requirement before such transfer or access
occurs or is permitted, unless that law prohibits such
notification on important grounds of public interest);
inform you if it comes to our attention that any instructions
received from you in relation to the processing of the
Personal Data infringe the provisions of Data Protection
Legislation, but for clarity it is acknowledged that we shall
have no obligation to review the lawfulness of any instruction
received from you;
ensure that all personnel authorised to process the Personal
Data are subject to appropriate confidentiality obligations in
respect of the Personal Data;
implement and at all times maintain appropriate technical and
organisational measures to ensure the security of the Personal
Data taking into account: (i) the state of the art; (ii) the
costs of implementation; (iii) the nature, scope, context and
purposes of the processing; and (iv) the risks posed to data
subjects by the processing activities;
cooperate as reasonably requested by you (at your sole
expense):
with your obligations to comply with any exercise of
rights by a data subject under the Data Protection
Legislation in respect of Personal Data, where the
relevant data is held by Tito and is not readily available
to you through the Services; and
where you conduct a data protection impact assessment;
notify you if Tito receives a request from a data subject to
exercise his or her rights under the Data Protection
Legislation. Tito shall not respond directly to such a data
subject unless you instruct us to do so;
notify you without undue delay after becoming aware of any
accidental or unlawful destruction, loss, alteration,
unauthorised disclosure of, or access to the Personal Data;
and
cooperate with the Office of the Data Protection Commissioner
(or, to the extent you reasonably require, any other
supervisory authority) in the performance of its tasks where
required.
To the extent that we process Personal Data on your behalf, we
will make available such information as is reasonably necessary to
demonstrate compliance with the obligations of processors under
Data Protection Legislation and, not more than once in any period
of twelve months, and at your cost and on 14 days' prior
written notice, allow for and contribute to an audit, including an
inspection, by you for that purpose.
Nothing in these Terms shall entitle you to access or inspect any
records which contain information relating to any other customer
of Tito and we shall be entitled to restrict or prevent access to
any part of our premises which we considers in our sole discretion
could compromise the security of any information or data relating
to such other customers.
By accepting these Terms you accept our use of the sub-processors
listed here.
Termination
Without limiting any of our other rights, we may suspend the
performance of the Services, or terminate the Terms with you with
immediate effect by giving written notice to you if:
you commit a material breach of any of these Terms and (if
such a breach is remediable) fail to remedy that breach within
[10] days of you being notified in writing to do so;
you fail to pay any amount due under the Terms on the due date
for payment;
you become insolvent or bankrupt or make an arrangement for,
or composition with, your creditors or make an application to
a court for protection from your creditors (otherwise than
voluntarily for the purposes of a bona fide amalgamation or
reconstruction) or if a receiver, examiner, administrator or
administrative receiver is appointed over any part of that
party’s business or if anything analogous occurs in relation
to that party under the laws of another jurisdiction;
you suspend, threaten to suspend, cease or threaten to cease
to carry on all or a substantial part of your business; or
your financial position deteriorates to such an extent that in
our opinion your capability to adequately fulfil your
obligations under these Terms has been placed in jeopardy.
Termination of the Terms will not affect your or our rights and
remedies that have accrued as at termination.
Any provision of the Terms that expressly or by implication is
intended to come into or continue in force on or after termination
will remain in full force and effect.
On termination of the Terms with you:
the Licence will immediately cease to have effect and you will
no longer be able to receive the Services or the Content;
you shall immediately pay us all of our outstanding unpaid
Fees in respect of all Services supplied;
we shall, upon prior written request and at your option and
cost, destroy or return the Personal Data you have provided
us. For the avoidance of doubt, you shall not require us to
return or destroy Personal Data that we are required to retain
under Data Protection Legislation, or by any regulatory
authority or body of competent jurisdiction to which Tito is
subject;
we shall return all of our Confidential Information,
equipment, documentation, information, materials, reports and
data. Until they have been returned or repossessed, you shall
be solely responsible for their safe keeping.
Any termination of these Terms pursuant to this section 15 shall
be without prejudice to any other accrued rights or remedies a
party may be entitled to hereunder or at law.
Liability
Subject to Clause 16.2, our liability in respect of any claim or
series of related claims, howsoever arising, whether in contract,
tort (including negligence) or otherwise arising out of or in
connection with these Terms shall not exceed:
if you have run an event or events with paid tickets, the
total Fees paid by you in the six month period immediately
preceding the circumstances giving rise to your claim; or
if you have not run an event or events with paid tickets,
€200.
We shall not be liable, in contract, tort (including negligence)
or for breach of statutory duty or in any other way for:
any economic losses (including loss of revenues, profits,
contracts, data, business or anticipated savings);
any loss of goodwill or reputation; or
any special or indirect or consequential losses, in any case,
whether or not such losses were within contemplation at the
date you accepted our Terms, or were suffered or incurred by
you arising out of or in connection with any matter arising
under these Terms.
Except as expressly and specifically provided in these Terms, you
assume sole responsibility for results obtained from the use of
the Services and/or the Content, and for conclusions drawn from
such use. We shall have no liability for any damage caused by
errors or omissions in any information, instructions or scripts
provided to us by you in connection with the Services or any
actions taken by us at your direction.
If our performance of our obligations under these Terms is
prevented or delayed by any breach of these Terms or by your
negligent act or omission, we shall not be liable for any costs,
charges or losses sustained or incurred by you that arise directly
or indirectly from such prevention or delay.
You shall be liable to pay to us all reasonable costs, charges or
losses sustained or incurred by us that arise directly or
indirectly from your fraud, gross negligence, failure to perform
or delay in the performance of any of your, subject to our
confirming such costs, charges and losses to you in writing.
You shall defend, indemnify and hold us harmless against claims,
actions, proceedings, losses, damages, expenses and costs
(including without limitation court costs and reasonable legal
fees) arising out of or in connection with the Customer Content or
your use of the Services and the Content, provided that:
you are given prompt notice of any such claim;
we provide reasonable co-operation to you in the defence and
settlement of such claim, at your expense; and
you are given sole authority to defend or settle the claim.
You acknowledge that we are reliant on you for direction as to the
extent to which we are entitled to use and process the Personal
Data. Consequently, we will not be liable for and you shall
defend, indemnify and hold us and our officers, directors,
representatives, agents and employees harmless against claims,
actions, proceedings, losses, damages, expenses and costs
(including without limitation court costs and reasonable legal
fees) suffered or incurred by us or for which we may become liable
in relation to or arising from use and processing of the Personal
Data, including and in particular such arising from:
civil claims where a final award of damages has been granted or
which are subject to a court approved settlement; and/or
administrative fines imposed by a supervisory authority and
approved by a court of competent jurisdiction, in each case,
except to the extent that such arises due to the failure by Tito
to comply with any of its obligations under this Agreement or for
breach of the Data Protection Legislation.
For the avoidance of doubt, you acknowledge that we have no
control over and are in no way responsible or liable for any event
you or another organises and/or promotes through our Website
and/or Services. We do not guarantee the quality, safety, accuracy
or legality of any event organised and/or promoted through our
Website and/or Services.
No Waiver
Our failure to exercise or enforce any right or provision of these
Terms shall not operate as a waiver of such right or provision.
Severability
If any provision of these Terms is judged to be invalid, illegal
or unenforceable, this shall not affect or impact the continuation
in full force and effect of the remainder of the provisions.
Assignment and sub-licensing
You may not assign, novate, sub-contract or otherwise transfer
part or all of these Terms or any rights or obligations under
these Terms without our prior written consent.
We may at any time assign, transfer, charge, sub-contract or deal
in any other manner with all or any of our rights or obligations
under these Terms.
No partnership or agency
Nothing in these Terms shall create or be deemed to create a
partnership, joint venture agency or employment relationship of
any kind between you and Tito.
We shall not be liable for delay or failure to perform any of our
obligations under these Terms where and to the extent that such
delay or failure results from any circumstances beyond our
reasonable control.
Unless otherwise stated in these Terms, notices to be given to
either party shall be in writing and shall be delivered by hand,
electronic mail (other than, if you are sending a notice to us for
the purpose of legal process) or by pre-paid post to you at the
address you supplied to us or to us at our registered office.
Force Majeure
We shall not be liable to for any delay or non-performance of its
obligations under these Terms arising from any cause beyond our
control including without limitation:
acts of God, flood, drought, earthquake or other natural
disaster;
epidemic or pandemic;
terrorist attack, civil war, civil commotion or riots, war,
threat of or preparation for war, armed conflict, imposition
of sanctions, embargo, or breaking off of diplomatic
relations;
nuclear, chemical or biological contamination or sonic boom;
any law or any action taken by a government or public
authority, including without limitation imposing an export or
import restriction, quota or prohibition, or failing to grant
a necessary licence or consent;
collapse of buildings, fire, explosion or accident; or
interruption or failure of utility service, or any other act
or omission whether similar to the foregoing or not.
Publicity and announcements (no fake news)
You shall not make, or cause to be made at any time any statement
that you know to be factually untrue which directly or indirectly
disparages, is inimical, critical or derogatory to or damages the
reputation of Tito, whether such statement is in relation to the
Services or otherwise.
Governing Law
These Terms shall be governed by and construed in accordance with
Irish law and you agree to submit to the exclusive jurisdiction of
the Irish courts.
Entire Agreement
These Terms and any notices raised by us on our Website from time
to time constitute the entire agreement between you and Tito
regarding the use of this Website and our Services.